Common use of First Offer Clause in Contracts

First Offer. If a Shareholder (the "Selling Shareholder") desires to transfer any or all of such Shareholder's Stock (the "Offered Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company and the other Shareholders, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the other Shareholders at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided, however, that without the prior written consent of the other Shareholders (which consent shall not be unreasonably withheld), all transfers pursuant to this Article I shall be solely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Shareholders (or their Permitted Transferees (as defined in Section 1.6 below)) holding at least two-thirds of the Common Stock of the Company. Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the other Shareholders may elect, by giving written notice of such election to the Selling Shareholder and the Company, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.

First Offer. If a Shareholder (the "“Selling Shareholder") desires to transfer any or all of such Shareholder's Stock (the "“Offered Stock"), such Shareholder shall first give written notice (a "“Transfer Notice") thereof to the Company and the other ShareholdersCorporation, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the other Shareholders Corporation at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided, however, that without the prior written consent of the other Shareholders Corporation (which consent shall not be unreasonably withheld), all transfers pursuant to this Article I shall be solely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company Corporation and the Shareholders Investors (or their Permitted Transferees (as defined in Section 1.6 below)Transferees) holding at least two-two thirds of the Common Stock of the CompanyShares. Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the other Shareholders Corporation may elect, by giving written notice of such election to the Selling Shareholder and the Company, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.

First Offer. If a Shareholder (the "Selling Shareholder") desires to ----------- ------------------- transfer or receives an offer to sell any or all of such Shareholder's Stock (the "Offered Stock"), such Shareholder shall first give written notice (a ------------- "Transfer Notice") thereof to the Company and the other ShareholdersCompany, identifying the proposed transferee, ---------------- the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including ------------- the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the other Shareholders Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided. To the extent the consideration proposed to be paid by the proposed transferee consists of property other than cash, howeverthe reasonable cash equivalent of such property, that without and the prior written consent manner of determining the other Shareholders (which consent shall not be unreasonably withheld)same, all transfers pursuant to this Article I shall be solely for cashstated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Shareholders Investor (or their its Permitted Transferees (as defined in Section 1.6 belowhereinafter defined)) holding at least two-two thirds of the Common Stock of the CompanyPreferred Shares (including all Conversion Shares (as hereinafter defined)). Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the other Shareholders Company may elect, by giving ------------------ written notice of such election to the Selling Shareholder and the CompanyShareholder, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.

First Offer. If a Shareholder (the "Selling Shareholder") desires to transfer or receives an offer to sell any or all of such Shareholder's Stock (the "Offered Stock"), such Shareholder shall first give written notice (a "Transfer Notice") thereof to the Company and the other ShareholdersCompany, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the "Offered Price"), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the other Shareholders Company at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided. To the extent the consideration proposed to be paid by the proposed transferee consists of property other than cash, howeverthe reasonable cash equivalent of such property, that without and the prior written consent manner of determining the other Shareholders (which consent shall not be unreasonably withheld)same, all transfers pursuant to this Article I shall be solely for cashstated in such Transfer Notice. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Company and the Shareholders Investor (or their its Permitted Transferees (as defined in Section 1.6 belowhereinafter defined)) holding at least two-two thirds of the Common Stock of the CompanyPreferred Shares (including all Conversion Shares (as hereinafter defined)). Within the twenty (20) day period following the giving of the Transfer Notice (the "First Offer Period"), the other Shareholders Company may elect, by giving written notice of such election to the Selling Shareholder and the CompanyShareholder, to purchase all but not less than all of the Offered Stock. If more than one of the Shareholders makes such election, each such electing Shareholder shall purchase its pro rata share based upon the number of shares of Common Stock held by it at the time of the election. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.